Richards Layton & Finger
 

Streamlining Two-Step Mergers With Proposed Amendment to DGCL

April 24, 2013

Recent proposed amendments to the Delaware General Corporation Law contain an important addition to Section 251, which governs mergers between Delaware corporations, that would effectively allow the parties to dispense with the need for a back-end stockholder vote on a merger in certain cases where the buyer has acquired a sufficient number of shares in a front-end tender offer. If approved by the Delaware Legislature and signed into law, this amendment, which would appear as Section 251(h), would become effective August 1. If enacted, this amendment would help to streamline two-step transactions, effectively eliminating the delay between the closing of the tender offer and the consummation of the merger that would otherwise result from the need to hold a stockholders' meeting to vote on the adoption of the merger.